-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Ezk5XIlx3uJe6DEWW+ZTiT5tDOl551fa4aL/WBb3lpNWAAU8xObtYnARYJv8kdvw VmBxgsxlINzwTjSDln/RXg== 0001021408-02-012076.txt : 20020927 0001021408-02-012076.hdr.sgml : 20020927 20020927162135 ACCESSION NUMBER: 0001021408-02-012076 CONFORMED SUBMISSION TYPE: POS462B PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20020927 EFFECTIVENESS DATE: 20020927 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TRIMERIS INC CENTRAL INDEX KEY: 0000911326 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 561808663 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POS462B SEC ACT: 1933 Act SEC FILE NUMBER: 333-100128 FILM NUMBER: 02774921 BUSINESS ADDRESS: STREET 1: 3518 WESTGATE DRIVE, SUITE 300 CITY: DURHAM STATE: NC ZIP: 27707 BUSINESS PHONE: 9194196050 MAIL ADDRESS: STREET 1: 3518 WESTGATE DRIVE, SUITE 300 CITY: DURHAM STATE: NC ZIP: 27707 POS462B 1 dpos462b.txt AMENDMENT NO. 1 TO S-3MEF As filed with the Securities and Exchange Commission on September 27, 2002 Registration No. 333-100128 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT No. 1 TO FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 TRIMERIS, INC. (Exact name of registrant as specified in its charter) Delaware 56-1808663 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 3518 Westgate Drive, Suite 300 Durham, North Carolina 27707 (919) 419-6050 (Address,including zip code, and telephone number, including area code, of registrant's principal executive offices) Dr. Dani P. Bolognesi Chief Executive Officer and Chief Scientific Officer 3518 Westgate Drive, Suite 300 Durham, North Carolina 27707 (919) 419-6050 (Name and address, including zip code, and telephone number, including area code, of agent for service) With a copy to: John B. Watkins Alexander D. Lynch Wilmer, Cutler & Pickering Wilson Sonsini Goodrich & Rosati, P.C. 2445 M Street, NW 12 East 49th Street Washington, D.C. 20037 New York, New York 10017 (202) 663-6000 (212) 999-5800 --------------- Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement. If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. [_] If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. [_] If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [X] File No. 333-98587 If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [_] If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [_] ADDITIONAL EXHIBIT TO REGISTRATION STATEMENT ON FORM S-3 Trimeris, Inc. is filing an amendment to this registration statement for the sole purpose of adding the consent of Pennie & Edmonds LLP as Exhibit 23.3. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Durham, County of Durham, State of North Carolina on this 27/th/ day of September, 2002. TRIMERIS, INC. By: * -------------------------------------- Dani P. Bolognesi, Ph.D. Chief Executive Officer and Chief Scientific Officer Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
Signature Title Date --------- ----- ---- * Chief Executive Officer (principal September 27, 2002 - --------------------------------------------------------- executive officer), Chief Scientific Dani P. Bolognesi, Ph.D. Officer and Director * Chief Financial Officer and General September 27, 2002 - --------------------------------------------------------- Counsel (principal financial officer) Robert R. Bonczek * Chief Business Officer and Executive Vice September 27, 2002 - --------------------------------------------------------- President M. Nixon Ellis /s/ TIMOTHY J. CREECH Director of Finance and Secretary September 27, 2002 - --------------------------------------------------------- (principal accounting officer) Timothy J. Creech * Chairman of the Board of Directors September 27, 2002 - --------------------------------------------------------- Jeffrey M. Lipton * Director September 27, 2002 - --------------------------------------------------------- E. Gary Cook, Ph.D. * Director September 27, 2002 - --------------------------------------------------------- Charles A. Sanders, M.D. * Director September 27, 2002 - --------------------------------------------------------- J. Richard Crout, M.D. * Director September 27, 2002 - --------------------------------------------------------- Kevin Tang
/s/ TIMOTHY J. CREECH -------------------------------------------- *Executed on behalf of these persons by Timothy J. Creech, duly appointed attorney-in-fact of such person Timothy J. Creech Attorney-in-Fact Exhibit Index Exhibit Number Description ------ ----------- 5.1* Opinion of Wilmer, Cutler & Pickering 23.1* Consent of KPMG LLP 23.2* Consent of Wilmer, Cutler & Pickering (included in Exhibit 5.1 to this Registration Statement) 23.3 Consent of Pennie & Edmonds LLP 24* Power of attorney (incorporated by reference to Exhibit 24 to Trimeris, Inc.'s Form S-3 filed August 23, 2002) ______________ * Previously filed. EX-23.3 3 dex233.txt CONSENT OF PENNIE EDMONDS LLP Exhibit 23.3 Consent of Counsel The undersigned hereby consents to the use of our name and the statement with respect to us appearing under the heading "Experts" in the Registration Statement on Form S-3 of Trimeris, Inc. declared effective on September 26, 2002 (File No. 333-98587) incorporated by reference herein. /s/ PENNIE & EDMONDS LLP New York, New York September 27, 2002 -----END PRIVACY-ENHANCED MESSAGE-----